Section 15(a)(1) of the Securities Exchange Act of 1934 (the “Exchange Act”) provides that “it shall be unlawful for any broker or dealer which is . . . a person other than a natural person . . . to make use of the mails or any means or instrumentality of interstate commerce to effect any transactions in, or to induce or attempt to induce the purchase or sale of, any security… unless such broker or dealer is registered [with the SEC] ...
Long before the creation of limited liability companies, the best practice for companies or individuals that operated multiple distinct businesses or held multiple significant assets, such as real estate, was to segregate each distinct business or asset into a separate entity so that the liabilities of one of the businesses or assets would not affect the other businesses or assets ...
Canada’s Clean Air ActWhat it is notThe new federal strategy respecting greenhouse gas reduction was finally unveiled on October 19, 2006 with the presentation of Bill C-30 on air quality(1) and the release of the brochure entitled Canada’s Clean Air Act(2). A few days later, on October 21st, the Government published its Notice of Intent which outlines the measures that it intends to develop and implement to reduce air emissions 3) ...
A spectacular smash-up always draws a crowd. In the outsourcing world, where the wreckage is nearly always kept under wraps, that’s even more true. When a problem deal does break into view, it’s always worth watching for lessons in how to manage – or how not to manage – these complex transactions ...
The cause of an action in defamation exists to provide some recourse and remedy to victims of falsehoods which can and do cause injury to reputation. In a classic formulation, recently adopted and approved by Geopel J ...
Respondents to Dykema's 2006 M&A survey generally maintain a positive outlook on the future of the U.S. mergers and acquisitions market. Responses were received from both company executives and their outside advisors. Survey respondents are looking toward strategic buyers as an increased presence in the coming year, but also forecast significant involvement by financial and foreign buyers ...
The issue of coalbed methane (CBM) ownership, frequently disputed between coal rights holders and holders of mines and minerals rights other than coal, has been the subject of numerous recent applications to the Alberta Energy and Utilities Board (AEUB). The AEUB recently announced that it will hold a hearing relating to legal entitlement of CBM on split-title freehold mineral lands in Alberta ...
For many years, parties have created various legal tools to grant others the right to use a portion of their lands. Prior to the imposition of statutory controls on the subdivision and leasing of land, this could simply be accomplished by the property owner granting exclusive possession over a portion of their land to a tenant by way of a lease and everyone was happy. Everyone that is but the local and provincial governments ...
The federal Pipeline and Hazardous Material Safety Administration (PHMSA) has proposed new regulations for rural onshore low stress pipelines and rural onshore gathering lines. Although PHMSA has been anticipating further regulation of these types of lines for the past few years, the Agency acknowledges that the proposed rule is a direct response to legislative and media scrutiny of recent incidents that occurred in the Alaska Prudhoe Bay field ...
• Directors of NPOs are subject to substantially the same duties and liabilities as directors of for-rofit companies • Being a director of an NPO is not merely an honorary role • The corporate governance rules recommended for or imposed on reporting issuers are examples of best practices for NPOs; however, like for small businesses, they should be adapted, depending on the situation, to avoid unduly complicating the NPO’s processes • Special attention should be paid to certain differenc
On July 17, 2006, the Court of Appeal rendered a judgement concerning the duty of financial institutions making loans to inform and advise their clients.(1) This decision, written by Judge Jacques Chamberland, sheds further light on the obligations of group loan insurance policyholders. The facts In early June 1994, the Respondent, 9000-7048 Québec inc ...
As the poultry farming crisis looms and countries are on the lookout for outbreaks of infection, scientists are closely following the evolution of the virus, which is moving to new sources of infection.Before a crisis is on our doorstep, businesses should prepare themselves for the consequences of a high rate of absenteeism. Without exaggerating the risks, they should adopt preventive strategies and become aware of the legal ins and outs of their actions ...
This paper was first published by the Rocky Mountain Mineral Law Foundation, Volume XXIII, Number 2, 2006. Chris Baldwin, Canada mining reporter for the Mineral Law Newsletter, is a partner and Megan Kaneen is an articled student with Lawson Lundell LLP In Vancouver, British Columbia; Behn Conroy and Laurel Petryk are associates with Lang Michener in Toronto, Ontario, and Vancouver, British Columbia, respectively ...
Patent Opinion Letters: Privilege Waivers after Knorr Knorr-Bremse: The Federal Circuit Changes the Role of Options of Counsel in Patent Cases In September 2004, the en banc opinion of the Federal Circuit Court in Knorr- Bremse System Fuer Nutzfahrzeuge Bmbh v. Dana Corp ...
These questions arise periodically and always pose problems of conscience for the lawyers and employers concerned. A recent decision of the Court of Appeal in Caisse Populaire Desjardins de La Malbaie v. Tremblay, J.E. 2006-1218, 2006 QCCA 697, sets out the latest state of the law on the subject. The facts Tremblay sued the Caisse Populaire for unlawful dismissal and his lawyer communicated with employees of his former employer for the purpose of meeting with them ...
On May 12, 2006, the Court of Appeal rendered a decision in a case involving the concept of intentional fault.(1) This judgement, written by Judge Louis Rochette, once again further complicates the idea of an intentional fault committed by an insured. I. The facts Assurances générales des Caisses Desjardins Inc. (referred to herein as “Desjardins”) insured Mr. Fournier’s property. In May 1999, Mr. Fournier committed suicide by setting his home on fire ...
There are a number of legal mechanisms that can improve the economics and liability of industrial and commercial development projects for developers willing to take advantage of them. This article will explore some of the incentives available to developers that will assist in maximizing profits and freeing-up capital that would otherwise be devoted to conventional construction or permanent loan financing. 1. Tax Incremental Financing Districts (“TIF’s”) ...
Enacted in June 1998, the Tobacco Act (the «Act») is a major component of the Government of Quebec’s strategy to fight smoking. In June 2005, Quebec’s legislature reinforced the Act by adopting the Act to amend the Tobacco Act and other legislative provisions(1) (the «Amending Act»). The amendments, which came into force on May 31, 2006, are primarily intended to further restrict the use of tobacco in certain locations, including workplaces, and enhance compliance with the Act ...
On June 29, 2006, the Supreme Court of Canada, in a decision written by Judges McLachlin and Abella, reinstated the judgment of the Supreme Court of British Columbia and set aside the $100,000 award for punitive damages of the Court of Appeal. At the same time, it upheld the judgment rendered by the two lower courts and condemned Sun Life to pay the insured $20,000 in compensatory damages for mental distress caused by the breach of the disability insurance contract ...
In the past few years, several companies have experienced financial difficulties with their defined benefit private pension plans as a result of several factors including, in particular, poor investment performance due to falling stock markets, declining interest rates, the aging of beneficiaries and the increase in the number of retirees ...
Recently, in Clark v. DaimlerChrysler Corp., the Michigan Court of Appeals ruled that an employee’s lawsuit for age discrimination under the Elliott-Larsen Civil Rights Act (ELCRA) was timebarred because of the six-month limitations period contained in the employee’s job application. The court upheld the contractual limitations period at issue even though the ELCRA explicitly provided that an individual has three years to bring a claim under that statute ...
Certificate of Need Strategies for New Nursing Home Beds Special Population Beds are Re-Approved At its March 2006 meeting, the Michigan Certificate of Need (“CON”) Commission took action to re-approve several state-wide pools of nursing home beds that are set aside to serve special populations, including: Alzheimer’s Use 60 beds Hospice 30 beds Religious Use 20 beds The Commission reserved 22 special population beds on a non-specified basis for future use ...
The considerable publicity surrounding the new Bankruptcy Act has focused on the impact of the legislation on individuals seeking bankruptcy relief under Chapter 7 of the Bankruptcy Code.1 There are also important changes that will have a significant impact on business bankruptcy cases. The new provisions will require suppliers, lenders, debtors, landlords and other constituents to rethink strategies that have previously been routinely employed in business bankruptcy cases ...
Lessons in Using Employee Non-Compete Agreements An increasing number of companies are requiring their employees (new and existing) to sign so-called “non-compete” agreements. Many of these agreements prohibit employees from working for their employer’s competitors for a period of time after the termination of employment. Some are less restrictive—prohibiting former employees from performing certain duties or dealing with the former employer’s customers ...
Things To Think About This Proxy Season Prior to Drafting Update director and officer questionnaires, including “independence” criteria for directors Most public companies follow the “best practice” of having all directors and executive officers complete a standard form of questionnaire each year to verify the accuracy of information about the person that is reported in the 10-K Report and proxy statement ...
